What is an LLP in Singapore?

A limited liability partnership (LLP) in Singapore is a business structure (body corporate) with its own legal identity, owned by two or more partners. Unlike a general partnership, partners are not personally liable for the LLP's debts or for other partners' wrongful acts — though each partner remains liable for their own negligence or misconduct. It is governed by the Limited Liability Partnerships Act 2005 and registered with ACRA.

Who typically considers it?

It is commonly considered by professional practices and owner-managed businesses that want partners rather than shareholders. Compare it against a Pte Ltd if you'll eventually want to issue equity or bring in investors — an LLP has partners, not shareholders, so it can't offer someone a stake by issuing shares.

Key requirements to set it up

• At least two partners (individuals or corporate entities)
• At least one manager who is at least 18 years old and ordinarily resident in Singapore
• A registered business name and Singapore registered office

How to register

1. Reserve your business name through ACRA BizFile+ (S$15).
2. Appoint a manager who is ordinarily resident in Singapore.
3. Prepare the partnership agreement and partner particulars — not filed with ACRA, but worth having settled before day one.
4. Submit the registration through BizFile+ and pay the S$100 registration fee.
5. Receive your UEN and Business Profile once approved — most straightforward applications clear within a few business days; ones referred to another regulator can take 14 to 60 days.

Liability and ownership

Liability: Partners are generally protected from debts caused by other partners, but remain responsible for their own wrongful acts — the shield is real, but it's per-partner, not blanket. A partner's own negligence isn't covered by the LLP's separate legal status.

Ownership: Partners rather than shareholders; an LLP cannot issue shares.

Ongoing compliance

Maintain the LLP's records and partner information and file an annual declaration of solvency or insolvency — ACRA requires the first declaration within 15 months of registration, and at intervals of no more than 15 months after that. Late filing can result in a penalty of up to S$600, and prolonged non-compliance can eventually lead to the LLP being struck off the register — which can affect contracts, bank accounts and any property held in the LLP's name. If the LLP operates with fewer than two partners for more than two years, the remaining partner loses their limited liability protection and becomes personally liable for the LLP's obligations — the separate-entity shield only holds when the partnership has at least two partners.

Where this often goes wrong

LLPs get chosen for the 'limited liability' in the name without registering what it doesn't cover: your own actions. Professionals sometimes assume the structure protects them from claims arising from their own work, when in Singapore an LLP only shields partners from each other's misconduct.

Indicative setup cost

$115 in ACRA fees: $15 to reserve a name and $100 to register the LLP — the same as a general partnership. Ongoing costs differ: instead of the $30 annual renewal a partnership pays, an LLP files an annual declaration of solvency or insolvency ($30 filing fee) and must maintain a Register of Registrable Controllers (RORC), which a partnership does not.

What happens after you register

• Open a business bank account using your UEN and Business Profile.
• Put the annual declaration of solvency or insolvency on your calendar — the first one is due within 15 months of registration.
• Set up and file your Register of Registrable Controllers (RORC) with ACRA within 30 days of registration — this records anyone who has significant ownership or control over the LLP, and must be kept up to date with ACRA as they change.

Common questions

Can a partnership or company convert to an LLP?

Yes. ACRA provides a conversion mechanism through BizFile+ for $40. All partners of the existing partnership (or all shareholders of the existing company) must become partners of the new LLP. The date of conversion becomes the LLP's registration date, and a new registration number is issued.

Can an LLP raise capital by selling equity?

No — LLPs have partners, not shareholders, and can't issue shares. Bringing in an investor means renegotiating the partnership arrangement itself.

What happens if we miss the annual declaration?

ACRA can impose a penalty of up to S$600, and continued non-compliance can lead to the LLP being struck off the register.

Does an LLP need to register for GST?

GST registration is compulsory once the LLP's taxable turnover exceeds S$1 million in any 12-month period. Below that threshold, registration is voluntary. The LLP registers for GST in its own name as a separate legal entity.

What happens if only one partner remains?

The LLP can continue operating, but if it carries on business with fewer than two partners for more than two years, the remaining partner loses their limited liability protection. At that point they become personally liable for the LLP's obligations, the same as a sole proprietor.

How long does registration take?

Most straightforward applications are approved within a few business days of payment. Applications referred to another regulator can take 14 to 60 days.

Requirements and fees can change, and regulated activities may have additional rules. Check current ACRA requirements before registering. To compare this structure with the others, return to the master business-structures comparison.